SEC Comment Letter 0000000000-23-006214 to VV Markets LLC (CIK 0001822911)
VV Markets LLC (CIK 0001822911)
Date: June 9, 2023 · CIK: 0001822911 · Accession: 0000000000-23-006214
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File numbers found in text: 024-11306
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United States securities and exchange commission logo
June 9, 2023
Nick King
Chief Executive Officer
VV Markets LLC
2800 Patterson Ave Ste. 300
Richmond, VA 23221
Re:VV Markets LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 11
Filed May 25, 2023
File No. 024-11306
Dear Nick King:
We have reviewed your amendment and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 11 to Offering Statement on Form A-1 Filed May 25, 2023
The Underlying Assets, page 37
1.Please revise the description of the underlying assets for each series to include the average
price per bottle, third-party valuation estimate for the underlying assets, and a detailed
description of the market assessment, as it pertains to the specific underlying assets, as
you have done in prior offering statements.
General
2.We note the various purchase agreements between VV Markets, LLC and Vinvesto, Inc.
that are filed as exhibits. We note that such agreements generally require VV Markets
LLC to pay and deliver an agreed upon purchase price to Vinvesto, Inc. Please revise to
include the receipt reflecting Vinvesto, Inc.'s purchase of the underlying asset, as you have
FirstName LastNameNick King
Comapany NameVV Markets LLC
June 9, 2023 Page 2
FirstName LastName
Nick King
VV Markets LLC
June 9, 2023
Page 2
done in prior offering statements. Additionally, please revise the Use of Proceeds sections
for each series offering to note the asset purchase price, as paid by Vinvesto, Inc. to the
asset seller. To the extent that the asset purchase price for an underlying asset differs from
the price paid by VV Markets LLC to Vinvesto, Inc., please revise to state as much,
explain the reason for the difference, and how such difference was accounted for with
respect to the sourcing fee.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Cara Wirth at 202-551-7127 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Andrew Stephenson